The complete text comes as a computer text file for operators who wish to pursue this avenue of
operations. It has been through legal review for use in the State of Colorado and I am sure you will want your
legal counsel's opinion of it for use in your area.

However, the review will cost significantly less than it would cost you to have counsel write it
from scratch ... if he/she was even capable of doing it for a fee you could afford! (My attorney told me there was
no way he could have written it.)

In any case, it is one more possibility to be aware of as you consider options for the
future.

THIS MANAGEMENT AGREEMENT entered into this ___ day
of _____________, 20___ by and between _____________________, a Washington Corporation ("Owner") having an office
at _________________, ________________, Washington and PROTOTYPE MANAGEMENT, INC., a Delaware Corporation
("Operator"), having an office at 1111 - 115th Street Court NW (PO Box 280), Gig Harbor, Washington.

WITNESSETH

WHEREAS, Owner owns a restaurant known as
"____________________" ("Restaurant") located at ______________________ in _____________, Washington;
and

WHEREAS, Owner desires to assure the profitability
of the Restaurant operation; and

WHEREAS, Operator is experienced in the management
and operation of restaurants; and

WHEREAS, Owner wishes to obtain the benefits of the
Operator's expertise to operate, direct, manage and supervise the Restaurant, subject to the rights and obligations
of the Owner as hereinafter set forth, and

WHEREAS, Operator, for a fee, wishes to assume said
control and discretion;